Agreement to Assume Debt
and
Release, Waiver and Novation
This Agreement to Assume Debt and Release, Waiver and Novation ("Agreement")
is entered into this 31st day of July 2006 among SH Celera Capital
Corporation, a Maryland corporation ("SH Celera") and G/O International, Inc.,
a Colorado corporation ("G/O") and those creditors of G/O that shall executed
and deliver a counterpart signature page to this Agreement ("Creditors").
WHEREAS, SH Celera and G/O have entered into a Reorganization Plan and
Agreement of even date herewith (the "Reorganization Agreement") pursuant to
which SH Celera has for the consideration set forth in the Reorganization
Agreement, agreed to assume up to $65,000 of the outstanding debt of G/O as
set forth in Schedule 1 hereto ("G/O's Debt");
NOW THEREFORE, for and in consideration set forth herein and in the
Reorganization Agreement, the parties mutually agree as follows:
1. Assumption of G/O's Debt. SH Celera hereby assumes and agrees to
pay not greater than $65,000 of those obligations of G/O set forth
in Schedule 1 hereto.
2. Acceptance of Assumption and Release of Obligors. Each Creditor of
G/O as set forth in Schedule 1 hereto, through execution and
delivery of its counterpart signature page hereto, hereby agrees
and accepts such assumption of G/O's Debt by SH Celera Capital
Corporation and hereby releases and forever waives any claim
against G/O respecting the G/O Debt.
3. Definition of Terms. The capitalized terms used herein, unless
otherwise indicated shall have the same meaning as those set forth
in the Reorganization Agreement.
4. Further Cooperation. Each of the parties hereto will further
cooperate in performing all tasks necessary to complete the
transaction contemplated hereby including the execution and
deliver of such further documents as reasonably deemed necessary
by all transfer agents, legal and accounting professionals.
5. Authority, Validity, Non-Contravention. Through execution and
delivery of this Agreement, each signatory Party hereto represents
and warrants to the other that: (i) such signatory Party has taken
all action necessary to execute and deliver this Agreement and all
attachments hereto, and to perform its obligations hereunder and
thereunder, (ii) this Agreement and all attachments hereto have
each been duly and validly executed and delivered by the signatory
Party and each constitutes a valid and legally binding obligation
of the signatory Party, enforceable against such signatory Party
in accordance with their respective terms, and (iii) the
execution, delivery and performance of this Agreement and any
attachments hereto, by the signatory Party, do not and will not
(a) conflict with or result in a breach of any of the provisions
of such Party's organization charter, (b) contravene any Law which
affects or binds such Party or any of its properties, (c) conflict
with, result in a breach of, constitute a default under, or give
rise to a right of termination or acceleration under any material
contract, agreement, note, deed of trust, mortgage, trust, lease,
governmental or other license, permit or other authorization, or
any other material instrument or restriction to which such
signatory Party is a party or by which any of its properties may
be affected or bound, or (d) require such signatory Party to
obtain the approval, consent or authorization of, or to make any
declaration, filing or registration with, any third party or any
governmental authority which has not been obtained in writing
prior to the date of this Agreement.
G/O International, Inc., SH Celera Capital Corporation,
a Colorado corporation a Maryland corporation
By/s/Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx By/s/Xxxxxx Xxxxxxx, President
G/O Creditors
/s/Xxxxxxx X. Xxxxxxxxxx $
Xxxxxxx X. Xxxxxxxxxx
X____________________________ $
X____________________________ $
Schedule 1
G/O Creditors
Name Amount of Debt
Xxxxxxx X. Xxxxxxxxxx
